Exhibit
10.10


 


Watson
Wyatt & Company


Senior
Officers Deferred Compensation Plan


Amended
and Restated Effective July 1, 2008


 


1. Purpose


 


The purpose of the Watson Wyatt & Company Senior Officers Deferred
Compensation Plan (the “Plan”) is to preserve Watson Wyatt & Company’s
tax deduction for compensation in excess of $1,000,000 which is otherwise lost
under section 162(m) of the Internal Revenue Code. The Plan is hereby
amended and restated effective as of July 1, 2008 to comply with the
requirements of Section 409A of the Internal Revenue Code, and shall be
interpreted accordingly.


 


2. Administration


 


The Plan shall be administered by the Compensation and Stock Committee
of the Board of Directors of the Company (the “Committee”). The Committee shall
have sole and complete authority to interpret the terms and provisions of the
Plan and to delegate various administrative tasks to appropriate officers and
employees of the Company.


 


3. Eligibility


 


The chief executive officer and the other three highest compensated
officers as disclosed in the proxy (other than the chief financial officer)
shall participate in the Plan if their Applicable Employee Remuneration (as
defined in section 162(m)(4) of the Internal Revenue Code) is reasonably
expected to exceed $1,000,000. Such persons shall be collectively referred to
as the “Participant” or “Participants” as the case may be.


 


4. Requirement to Defer


 


If a Participant’s Applicable Employee Remuneration exceeds $1,050,000
for a fiscal year, the amount in excess of $1,000,000 will be deferred. Amounts
deferred under this Paragraph 4 shall be referred to as the “Deferred Amounts.”  The provisions of this Plan regarding the
requirement to defer amounts pursuant to Paragraph 5 specifically override any
contrary provision in any plan, program, arrangement or agreement of the
Company that would require or permit an earlier payment of the Deferred
Amounts.  The Deferred Amount for a
Participant during a fiscal year shall be determined pursuant to this Section 4,
but the Committee shall determine the items of compensation from which such
Deferred Amount shall be taken.


 


5. Establishment of Deferred Compensation
Account


 


At the time of the Participant’s initial deferral pursuant to Paragraph
4, the Company shall establish a memorandum account (a “Deferred Compensation
Account”) for such Participant on its books. Deferred Amounts shall be credited
to the Deferred Compensation Account at the time the Deferred Amounts would
have been paid to the Participant if no deferral were made. Additions as
provided in Paragraph 6, below; shall be credited to the Participant’s Deferred
Compensation Account as of the last day of each month.


 

















 


6. Additions to Deferred Amounts


 


The Plan shall offer a minimum of three Investment Options including an
interest factor equal to the prime rate of interest as reported by the Company’s
bank from time to time. A Participant’s Deferred Compensation Account shall be
deemed to be invested in the Investment Options the Participant has selected
and may thereafter be changed in accordance with policies and procedures
developed by the Committee.  If the
Committee so determines, one of the Investment Options may consist of a deemed
investment in Company common stock, and distributions pursuant to Paragraph 7
of amounts invested therein may be in the form of such stock if so determined
by the Committee and permitted by applicable law.


 


7. Payment of Deferred Amounts


 


                (a)           Except as otherwise provided in
subparagraph (b) below, the balance in the Participant’s Deferred Compensation
Account shall be paid to the Participant on the six-month anniversary of the
Participant’s termination of employment with the Company (or, if the
Participant is not a “specified employee” (as determined pursuant to Section 409A
of the Internal Revenue Code) at the time of such termination, the payment
shall be made as soon as reasonably practicable following the Participant’s
termination of employment).  Payments
shall in all events be in a lump sum, subject to all applicable tax
withholdings.


 


Notwithstanding the foregoing, in the event of the Participant’s death,
payment of the balance in the Participant’s Deferred Compensation Account shall
be made in a lump sum as soon as reasonably practicable following the
Participant’s death to the beneficiary designated by the Participant in writing
and delivered to the Committee, or if none, to the Participant’s estate.


 


                (b)           Notwithstanding paragraph (a), a
Participant shall receive the balance in the Deferred Compensation Account as
soon as practical after the occurrence of a Change in Control of the
Company.  The term “Change in Control”
shall mean a Change in Control of a nature that would be required to be
reported, by persons or entities subject to the reporting requirements of Section 14(a) of
the Securities and Exchange Act of 1934 (the 1934 Act) in response to item 6(e) of
Schedule 14A of Regulation 14A, or successor provisions thereto, as in effect
on the date hereof; provided that, without limitation, such a Change in Control
shall be deemed to have occurred if (1) any “person” or “group” (as those
terms are used in Sections 13(d) and 14(d) of the 1934 Act) is or
becomes the “beneficial owner” (as defined in Rule 13(d)—3 issued under
the 1934 Act), directly or indirectly, of securities of the Company
representing 20 percent or more of the combined voting power of the Company’s
then outstanding securities; or, if, (2) at any time during any period of
two consecutive fiscal years, individuals who at the beginning of such period
constitute the board of directors of the Company cease for any reason to
constitute at least the majority thereof unless the election, or the nomination
for election by the Company’s shareholders, of each new director was approved
by a vote of at least two-thirds of the directors still in office who were
directors at the beginning of such two-year period; or if (3) the Company
is merged into or consolidated with another entity, as a result of which the
shareholders of the Company immediately prior to such merger or consolidation
own less than 75% of the voting interest in the surviving entity or the parent
of the surviving entity.  Notwithstanding
the foregoing, an event shall not constitute a Change in Control for purposes
of the Plan unless it also qualifies as a change in change in ownership of the
Company or a change in the effective control of the Company, each as determined
pursuant to Section 409A of the Internal Revenue Code.


 


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8. Participant Reports


 


The Committee shall provide a statement to the Participant at least
annually concerning the status of his/her Deferred Compensation Account.


 


9. Transferability of Interests


 


All Deferred Compensation Accounts shall be merely bookkeeping entries.
Any assets which may be reserved to pay benefits hereunder, shall be considered
as general assets of the Company for use as it deems necessary and shall be
subject to the claims of the Company’s creditors.


 


The rights and interests of a Participant shall be solely those of a
general creditor of the Company and such Participant’s rights and interests may
not be anticipated, assigned, pledged, transferred or otherwise encumbered or
disposed of except in the event of the death of the Participant, and then only
by will or the laws of descent and distribution.


 


10. Conditions of Employment Not Affected by
the Plans


 


The establishment and maintenance of the Plans will not be construed as
conferring any legal rights upon any person to the continuance of his/her
employment with the Company or any of its subsidiaries, nor will the Plans
interfere with the rights of the Company or any of its subsidiaries to
discharge any person from its employ.


 


11. Amendment, Suspension and Termination


 


The Company by action of its Board of Directors or the Committee may
amend, suspend or terminate the Plan or any portion thereof in such manner and
to such extent as it may deem advisable and in the best interests of the
Company. No amendment, suspension and termination shall alter or impair any
Deferred Compensation Accounts without the consent of the Participant affected
thereby.


 


12. Unfunded Obligation


 


The Plan shall not be funded, and no trust, escrow or other provisions
shall be established to secure payments due under the Plan. A Participant shall
be treated as a general, unsecured creditor of the Company at all times under
the Plan.


 


13. Applicable Law


 


The Plan will be construed and enforced according to the laws of
Maryland and all provisions of the Plan will be administered accordingly.


 


14. Severability


 


If any provision of this Plan is declared to be invalid or
unenforceable, such provision shall be severed from this Plan and the other
provisions hereof shall remain in full force and effect.


 


15.
Effective Date


 


This amendment
and restatement of the Plan shall be effective July 1, 2008.


 


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